FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAFETY COMPONENTS INTERNATIONAL INC [ SAFY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/20/2006 | J(1) | 142,477 | A | (1) | 142,477 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Common Stock | $10.1 | 10/20/2006 | J(2) | 100,764 | (3) | 09/25/2015 | Common Stock | 100,764 | $0.00 | 100,764 | D |
Explanation of Responses: |
1. In connection with the merger of ITG Holdings, Inc. (f/k/a International Textile Group, Inc.) ("Former ITG") with SCI Merger Sub, Inc., which was a wholly owned subsidiary of the Issuer ("Merger Sub"), pursuant to that certain Agreement and Plan of Merger dated as of August 29, 2006, all outstanding shares of Former ITG common stock were converted into the right to receive shares of the Issuer?s common stock at a ratio of one share of the Issuer?s common stock for every 1.4739 shares of Former ITG common stock (the "Exchange Ratio"). As a result, the reporting person acquired 142,477 shares of the Issuer?s common stock, including 14,248 such shares being held in escrow for a period of up to 18 months to satisfy potential claims for indemnification that may be made on behalf of the Issuer. All such shares placed in escrow that are not applied to satisfy any indemnification claims will be released to the record holder thereafter. |
2. Pursuant to the Merger Agreement, all outstanding options to purchase shares of Former ITG common stock at the effective time of the Merger, whether vested or unvested ("Former ITG Options"), were amended and converted into options to purchase shares of the Issuer?s common stock on the same terms and conditions as were applicable to the Former ITG Options, in accordance with the Exchange Ratio [and consistent with Sections 409A and 424(a) of the Internal Revenue Code]. |
3. 55,420 shares granted pursuant to this stock option are currently vested. The remaining shares vest in equal annual installments on September 30 2007, 2008 and 2009. |
Remarks: |
/s/ Joseph L. Gorga | 10/24/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |